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DGAP-News: SAF-HOLLAND S.A. / Bekanntmachung der Einberufung zur Hauptversammlung
SAF-HOLLAND S.A.: Bekanntmachung der Einberufung zur Hauptversammlung am 27.04.2017 in
Luxembourg mit dem Ziel der europaweiten Verbreitung gemäß §121 AktG
2017-03-28 / 15:00
Bekanntmachung gemäß §121 AktG, übermittelt durch DGAP
- ein Service der EQS Group AG.
Für den Inhalt der Mitteilung ist der Emittent verantwortlich.
SAF-HOLLAND S.A.
Société anonyme Siège social: 68-70, boulevard de la Pétrusse
L-2320 Luxembourg
R.C.S. Luxembourg: B 113.090
Share Capital: EUR 453,611.12 Notice to all Shareholders All shareholders of
SAF-HOLLAND S.A. (the '*Company*') are hereby given notice
upon instruction of the board of directors of the Company (the '*Board of
Directors*')
that two general meetings of shareholders shall be held on the same day as
follows: _Annual General Meeting 2017_
(the '*AGM*') will be held on 27 April 2017, at _8:30 _a.m. (Central European
Summer Time, '*CEST*')
with the agenda as set out under I. below Please note that the AGM will
exceptionally be held at a different time than in
the previous year and as mentioned in the articles of association of the
Company due to organizational reasons and an _Extraordinary General Meeting of
Shareholders_
(the '*EGM*') will be held on 27 April 2017, at 9:30 a.m. (CEST) with the
agenda as set out under
II. below Both AGM and EGM will be held at the offices of: GSK Luxembourg SA
44, Avenue John F. Kennedy
2nd floor
L-1855 Luxembourg I. AGENDA FOR THE AGM
1. *Presentation of the statutory management
report and consolidated management report
for the fiscal year ended 31 December 2016.*
_The Board of Directors proposes that both
management reports in respect of the fiscal
year ended 31 December 2016 be APPROVED by
the shareholders_.
2. *Presentation of the reports by the auditor
of the Company in respect of the statutory
financial statements of the Company and in
respect of the consolidated financial
statements of the Company and its group for
the fiscal year ended 31 December 2016.*
_The Board of Directors proposes that the
reports by the auditor in respect of both
the statutory and the consolidated financial
statements for the fiscal year ended 31
December 2016 be APPROVED by the
shareholders._
3. *Approval of the statutory financial
statements of the Company for the fiscal
year ended 31 December 2016.*
_The Board of Directors proposes that the
statutory financial statements of the
Company for the fiscal year ended 31
December 2016 be APPROVED by the
shareholders._
4. *Approval of the consolidated financial
statements of the Company and its group for
the fiscal year ended 31 December 2016.*
_The Board of Directors proposes that the
consolidated financial statements of the
Company and its group for the fiscal year
ended 31 December 2016 be APPROVED by the
shareholders._
5. *Resolution concerning the allocation of the
results of the Company for the fiscal year
ended 31 December 2016 and approval of
distributions.*
The profit for the 2016 financial year
amounts to EUR 19,958,352.70. The Board of
Directors proposes to the shareholders to
distribute EUR 19,958,889.28 of the profit
by paying a dividend in cash to the
shareholders of EUR 0.44 per share, and to
use an amount of EUR 536.58 from profits
brought forward from the previous financial
year for dividend distribution. The
aforementioned dividend distributions shall
be due on April 28, 2017.
6. *Discharge of each of the persons that have
acted as director of the Company during the
fiscal year ended on 31 December 2016, i.e.
Bernhard Schneider, Martina Merz, Samuel
Martin, Detlef Borghardt, Martin
Kleinschmitt, Anja Kleyboldt and Jack
Gisinger.*
_The Board of Directors proposes that the
shareholders APPROVE the discharge of each
of the persons who has acted as director
during the fiscal year ended 31 December
2016 with view to their mandate._
7. *Discharge to the external auditor of the
Company, PricewaterhouseCoopers Société
coopérative, for and in connection with
their mandate carried out as external
auditor pertaining to the fiscal year ended
31 December 2016.*
_The Board of Directors proposes that the
shareholders APPROVE the discharge to
PricewaterhouseCoopers Société coopérative
for, and in connection with, the audit of
the fiscal year ended 31 December 2016._
8. *Approval and renewal of the mandate of Mr.
Detlef Borghardt as member of the Board of
Directors.*
The Board of Directors proposes to approve
the renewal of the mandate as member of the
Board of Directors of the Company of Detlef
Borghardt, whose mandate terminates on the
date of the AGM (as defined above), starting
on 27 April 2017 after the AGM until the
date of the annual general meeting that will
resolve on the annual accounts for the
fiscal year ending on 31 December 2019.
9. *Approval of the appointment of Mr. Jack
Gisinger as new member of the Board of
Directors.*
The Board of Directors appointed Mr. Jack
Gisinger as member of the Board of Directors
by way of co-optation on 6 December 2016. It
is proposed that this appointment shall be
ratified by the AGM and Mr. Jack Gisinger
appointment as member of the Board of
Directors shall run until the date of the
annual general meeting that will resolve on
the annual accounts for the fiscal year
ending on 31 December 2019.
10. *Approval and appointment of Mr. Carsten
Reinhardt as new member of the Board of
Directors.*
_The Board of Directors proposes to appoint
Carsten Reinhardt as member of the Board of
Directors until the date of the annual
general meeting that will resolve on the
annual accounts for the fiscal year ending
on 31 December 2019._
11. *Acknowledgment of the resignation of Mr.
Bernhard Schneider and Mr. Sam Martin as
members of the Board of Directors.*
_The Board of Directors acknowledges the
resignation of Bernhard Schneider and Samuel
Martin from their office as director of the
Company with effect as of 27 April 2017
after the AGM._
_Provided that the above proposals 8.
through 11 of the Board of Directors are
approved by the AGM, the Board of Directors
will consist of the following members
starting on 27 April 2017:_
- _Detlef Borghardt_
- _Jack Gisinger_
- _Martin Kleinschmitt_
- _Anja Kleyboldt_
- _Martina Merz_
- _Carsten Reinhardt_
12. *Renewal of the mandate of the external
auditor of the Company,
PricewaterhouseCoopers Société coopérative
until the ordinary annual general meeting of
the shareholders of the Company in respect
of the fiscal year ending on 31 December
2017.*
_The Board of Directors proposes that
PricewaterhouseCoopers Société coopérative
be re-appointed as external auditors until
the ordinary annual general meeting of the
shareholders of the Company in respect of
the fiscal year ended on 31 December 2017._
*Quorum and majority requirements*
There is no quorum of presence requirement for the AGM. The agenda items are
adopted by a simple majority of the voting rights duly present or represented.
*Share capital and voting rights*
At the date of convening of the AGM, the Company's subscribed share capital
equals EUR 453,611.12 and it is divided into 45,361,112 shares having a par
value of EUR 0.01 each, all of which are fully paid up.
*Available information and documentation*
The following information is available on the Company's website under
https://corporate.safholland.com/en/investor-relations/general-meeting/annual-
general-meeting/2017 starting on the day of publication of this convening
notice in the _Luxembourg official gazette RESA_ and at the Company's
registered office in Luxembourg:
a) full text of any document to be made
available by the Company at the AGM
including draft resolutions in relation
to above agenda points to be adopted at
the AGM (i.e. _inter alia_ the annual
report containing the 2016 annual
financial statements, the management
reports and the auditor reports on the
statutory and consolidated accounts);
b) this convening notice;
c) the total number of shares and attached
voting rights issued by the Company as of
the date of publication of this convening
notice;
d) the proxy form as further mentioned
below;
e) CVs of new members of the Board of
Directors; and
f) the correspondence voting form as further
mentioned below.
*Attendance and registration procedures*
Shareholders are obliged to obtain an attestation from their depository bank
('*Attestation*') which is safe-keeping their shares in the Company stating
the number of shares held by the shareholder 14 calendar days before the date
of the AGM ('*Record Date*'), i.e. on 13 April 2017 at 11:59 p.m. (CEST). The
Attestation must be dispatched by fax and the original by regular mail to:
*SAF-HOLLAND S.A.*
c/o LINK Market Services GmbH
Landshuter Allee 10
80637 Munich
Germany
Fax: +49 (0)89 210 27-289
The attestation must be made in text form in German or English.
Attestations must be received by the Company (by fax) at the latest on the 20
April 2017 at 11:59 p.m. (CEST). Exercise of voting rights of shares in
connection with late Attestations will not be possible at the AGM. Upon
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